UNITED COMPANIES FINANCIAL CORP
8-K, 2000-02-18
PERSONAL CREDIT INSTITUTIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 17, 2000


                     UNITED COMPANIES FINANCIAL CORPORATION
                    ----------------------------------------
                    (Exact name as specified in its charter)

          Louisiana                      1-7067              71-0430414
          ---------             ------------------------  ------------------
(State or other jurisdiction    (Commission File Number)    (IRS Employer
    of incorporation)                                     Identification No.)

4041 Essen Lane, Baton Rouge Louisiana                           70809
- ---------------------------------------                         --------
(Address of principal executive offices)                        Zip Code

Registrant's telephone number, including area code       (225) 987-0000


                                 Not Applicable
        (Former name or former address, if changed since last report)

                                     PAGE 1

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Item 5.   Other Events.

     The Registrant files herewith the exhibit listed in Item 7(c) below.

Item 7(c).     Exhibits.

     The following exhibit is furnished in accordance with Item 601 of
     Regulation S-K:

     99  Press Release dated February 17, 2000 - United Companies Files Plan of
         Reorganization - Bankruptcy Court Further Extends Exclusivity Periods


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                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                          UNITED COMPANIES FINANCIAL CORPORATION
                                         (Registrant)


Date: February 18, 2000       By:  /s/  REBECCA A. ROOF
                                   --------------------------------------
                                   Rebecca A. Roof
                                   Chief Financial Officer

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                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT                                                       SEQUENTIALLY
NO.        EXHIBIT                                            NUMBERED PAGE
- -------    ---------                                          ----------------
<S>       <C>                                                 <C>
99       Press Release dated February 17, 2000 - United Companies Files Plan of
         Reorganization - Bankruptcy Court Further Extends Exclusivity Periods
</TABLE>





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                                                                      EXHIBIT 99


                                                FOR MORE INFORMATION, CONTACT:

                                                Lawrence J. Ramaekers
                                                Chief Executive Officer
                                                (225) 987-2760

                                                Release Date: February 17, 2000


                         UNITED COMPANIES FILES PLAN OF
                        REORGANIZATION; BANKRUPTCY COURT
                      FURTHER EXTENDS EXCLUSIVITY PERIODS


         BATON ROUGE, LA - February 17, 2000 United Companies Financial
Corporation (OTC:UCFNQ) announced that it and certain of its subsidiaries filed
a plan of reorganization on February 16, 2000 in connection with their chapter
11 cases which are pending in the U.S. Bankruptcy Court for the District of
Delaware in Wilmington. At a hearing held on February 16, 2000, the Bankruptcy
Court generally extended the exclusivity periods during which only the Company
may file a plan of reorganization and solicit acceptances thereto to May 1, 2000
and June 26, 2000, respectively, but also granted permission to the official
committee of equity security holders appointed in the chapter 11 cases to file a
proposed plan of reorganization.

         The Company's proposed plan of reorganization provides for
distributions to creditors and equity interest holders in the event that the
Company or its assets are either sold or remain as a going concern. In the event
of a sale transaction, the proceeds of such transaction will be distributed
among the holders of the Company's bank claims, senior note claims and general
unsecured claims. In the event the Company or its assets are not sold,
ninety-five percent of the Company's reorganized equity would be distributed to
holders of bank claims, senior note claims and general unsecured claims,

<PAGE>   2
four percent to subordinated bondholders and, assuming senior classes of
creditors consent, one percent to existing equity interest holders.
Additionally, in either event, a liquidation trust would be created containing
certain potential claims and causes of action, if any. The beneficial interests
in the trust are proposed to be distributed in differing amounts dependent upon
whether the Company and its assets are sold. The Company has reserved its right
to amend the proposed plan of reorganization.

         On December 29, 1999, the Company announced the execution of a letter
agreement for the sale of the Company's financial assets to EMC Mortgage
Corporation, subject to definitive documentation, higher and better offers and
approval of the Bankruptcy Court. The Company announced today that negotiation
of the definitive documentation for the contemplated EMC transaction continues
and, additionally, that other prospective purchasers are currently conducting
due diligence.

         United Companies Financial Corporation is a specialty finance company
that historically provided consumer loan products nationwide and currently
provides loan services through its lending subsidiary, UC Lending(R). The
Company filed for chapter 11 on March 1, 1999.

         The following is a "Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995: The statements contained in this
release that are not historical facts are forward-looking statements based on
the Company's current expectations and beliefs concerning future developments
and their potential effects on the Company. There can be no assurance that
future developments affecting the Company will be those anticipated by the
Company. Actual results may differ from those projected in the forward-looking
statements. These forward-looking statements involve significant risks and
uncertainties (some of which are beyond the control of the Company) and are
subject to change based upon various factors, including but not limited to the
following risks and uncertainties: the developments in and outcome of the
Company's Chapter 11 reorganization proceedings; the ability to access loan
facilities in amounts necessary to fund the Company's operations; the successful
disposition of its existing loan portfolio and repossessed real estate
properties; the ability of the Company to successfully restructure its balance
sheet; the ability of the Company to retain an adequate number and mix of its
employees; the effect of the Company's policies including the amount of Company
expenses; actual prepayment rates and credit losses on loans sold as compared to
prepayment rates and credit losses assumed by the Company at the time of sale
for purposes of its gain on sale computations; the quality of the Company's
owned and serviced loan portfolio including levels of delinquencies, customer
bankruptcies and charge-offs; adverse economic conditions; competition; various
legal, regulatory and litigation risks and other risks detailed from time to
time in the Company's Securities and Exchange Commission filings. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as the result of new information, future events or
otherwise.



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